Anthropic's 7 co-founders to retain 50.1% voting control after IPO

The seven co-founders of generative AI company Anthropic have quietly arranged to each designate up to 10 successors who could inherit their voting rights after an initial public offering, allowing the founding group to maintain control of the company even if a founder dies or becomes incapacitated. The arrangement builds on a structure in which a single special share gives the founders 50.1% of all voting power, and adds a succession mechanism to ensure that influence endures.

According to the operating agreement for "Anthropic Founders LLC" — an attachment to the S-1 registration statement Anthropic filed with the Securities and Exchange Commission (SEC) on Monday (local time) — each of the seven co-founders may designate up to 10 successor candidates to inherit their voting rights.

Each succession list must rank candidates by priority, and takes effect only with the approval of at least five of the remaining six co-founders — a so-called supermajority requirement.

If a founder dies or becomes unable to perform their duties, the highest-ranked eligible candidate on that founder's list may step into the founder's membership position in the limited liability company that exercises the voting rights.

However, new successors may join only within 10 years of the IPO's completion, effectively placing a decade-long limit on the founders' succession mechanism.

The top eight candidates on each list must hold US citizenship, permanent residency or work authorization, and must have at least three years of experience working at Anthropic or a public-benefit organization, among other requirements. The agreement states that the lists are "strictly confidential" and may not be disclosed by members or the company.

Anthropic's broader governance plan was also made public.

Just before its listing, Anthropic will issue a single special share — a Class F share — which will be acquired by Anthropic Founders LLC, the limited liability company whose members are the seven co-founders.

That single Class F share will carry 50.1% of all voting power on most ordinary shareholder meeting matters, including the election of directors. The Class F share carries no economic rights such as dividends and cannot be transferred.

The structure gives the founders effective control over ordinary business matters regardless of their actual equity stakes. The Class F share is voted according to the instructions of the LLC's members, and a supermajority of members is required on certain major matters.

The governance arrangement stems from Anthropic's corporate status as a public benefit corporation.

According to Business Insider, each of the seven co-founders — including the Amodei siblings — holds approximately 232 million to 244 million shares.

CEO Dario Amodei holds 240.63 million shares, ranking sixth among the seven founders, though he holds additional voting rights over 4.6 million shares.

Tom Brown, chief computing officer, holds the most at 244.17 million shares, followed by Chris Olah, head of AI research, at 242.88 million; Jared Kaplan, chief science officer, at 242.4 million; Jack Clark, chief public officer, at 242.3 million; Daniela Amodei, president, at 241.4 million; and Sam McCandlish, chief design officer, at 231.8 million.

The filing does not yet include an offering price, making a precise valuation difficult, but Business Insider estimated that even at a minimum company valuation of $1.5 trillion, Brown's stake could be worth $24 billion.

All seven co-founders have pledged to direct 80 percent of their personal stakes toward charitable purposes.